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agreement  anb  Supplemental 
Mortgage 


between 


CONNECTICUT  RAILWAY  AND  LIGHTING 

COMPANY, 

/ 

THE  UNITED  GAS  IMPROVEMENT  COMPANY 

and 

COEONIAE  TRUST  COMPANY. 


June  23,  1904. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/agreementsupplemOOconn 


agreement  ant>  Supplemental  flDortgage, 

made  this  twenty-third  day  of  June,  1904,  between  Connecticut 
Railway  and  Lighting  Company,  a  Connecticut  corporation 
(hereinafter  called  the  “  Connecticut  Company  ”),  party  of  the 
first  part;  The  United  Gas  Improvement  Company,  a 
Pennsylvania  corporation  (hereinafter  called  the  “Improve¬ 
ment  Company”),  party  of  the  second  part,  and  Colonial 
Trust  Company,  a  New  York  corporation  (hereinafter  called 
the  “  Trust  Company”),  party  of  the  third  part,  Witnesseth, 
that : 

Whereas,  The  Connecticut  Company  has  issued  and  dis¬ 
posed  of  its  Four  and  One-Half  Per  Cent.  Fifty-Year  Gold 
Bonds  to  the  amount  of  $8,492,000,  part  of  a  total  authorized 
issue  of  $15,000,000  of  like  bonds,  all  secured  by  its  First 
and  Refunding  Mortgage  to  Colonial  Trust  Company,  Trustee, 
dated  January  15,  1901  ;  and, 

TKUbeteaS,  The  remaining  $6,508,000  of  said  bonds  of  the 
Connnecticut  Company  are  reserved  for  the  purposes  of  pur¬ 
chasing,  paying  for,  taking  up,  exchanging  or  replacing,  par 
for  par,  certain  underlying  bonds,  and  of  making  additions  to 
or  extensions  and  betterments  of  its  plants,  or  of  acquiring 
additional  plants  or  property,  real  or  personal ;  and, 

TKUbereaS,  The  Improvement  Company  is  the  owner  of  a 
majority  of  the  stock  of  the  Connecticut  Company,  and  is 
authorized  to  acquire  and  hold  such  stock  and  to  enter  into 
this  agreement,  and  to  make  the  guaranty  hereinafter  pro¬ 
vided  ;  and, 

*WbeteaS,  The  Connecticut  Company  desires  said  mort¬ 
gage  bonds  to  be  made  callable  at  105  per  cent,  and  accrued 
interest,  and  the  Improvement  Company  desires  the  option  to 
purchase  all  or  any  part  of  said  mortgage  bonds  at  105  per 
cent,  and  accrued  interest ;  and, 

TllUbCCCHS,  The  holders  of  a  large  amount  of  said  mort¬ 
gage  bonds  have  declared  their  willingness  to  make  their  bonds 
callable  by  the  Connecticut  Company  and  purchasable  by  the 
Improvement  Company  at  105  per  cent,  and  accrued  interest, 


2 


and  to  assent  to  and  accept  the  other  provisions  of  this  Agree¬ 
ment  and  Supplemental  Mortgage,  provided  the  Connecticut 
Company  will  make  additional  provision  for  the  payment  of  the 
principal  of  such  assenting  mortgage  bonds  by  establishing  for 
their  benefit  a  Sinking  Fund  of  one-half  of  one  per  cent,  per 
annum,  and  provided  further  that  the  Improvement  Company 
will  guarantee  the  interest  on  such  assenting  bonds  ;  and, 

TftllbCtCaS,  on  condition  that  the  Connecticut  Company 
agrees  to  make  additional  provision  for  the  payment  of  the 
principal  of  such  assenting  bonds  by  creating  a  Sinking  Fund 
therefor  of  one-half  of  one  per  cent,  per  annum,  and  on  condition 
that  such  assenting  bonds  may  be  called  or  purchased  at  105 
per  cent,  and  accrued  interest,  the  Improvement  Company  is 
willing  to  guarantee  the  interest  on  such  assenting  mortgage 
bonds  by  endorsing  its  agreement  of  guaranty  thereon  (bonds 
so  endorsed  being  hereinafter  called  “Interest  Guaranteed 
Bonds.”) 

IROW,  Uberetore,  in  consideration  of  the  mutuality 
hereof,  it  is  hereby  agreed  by  and  between  the  parties  hereto  as 
follows : 

First.  The  Connecticut  Company  agrees  to  pay  to  the 
Trust  Company  on  the  first  day  of  July,  1905,  and  on  the  first 
day  of  July  of  each  year  thereafter,  until  and  including  the  first 
day  of  July,  1950,  a  sum  equal  to  one-half  of  one  per  cent., 
and  on  the  31st  day  of  December,  1950,  a  sum  equal  to  one- 
fourth  of  one  per  cent,  of  the  principal  amount  of  all  the  bonds 
of  the  Connecticut  Company  secured  by  said  mortgage,  whether 
held  in  the  Sinking  Fund  or  otherwise,  issued  and  outstand¬ 
ing  at  the  time  of  such  payments  respectively  ;  such  payments 
to  be  held  by  the  Trust  Company  in  trust  for  the  purposes  of 
a  Sinking  Fund  for  the  benefit  of  the  holders  of  Interest  Guar¬ 
anteed  Bonds,  as  hereinafter  provided. 

Sinking  Fund  moneys  shall  be  invested  from  time  to  time  by 
the  Trust  Company  in  any  of  the  bonds  secured  by  said  First 
and  Refunding  Mortgage  (whether  or  not  interest  on  the  same 
be  guaranteed  hereunder),  to  be  purchased,  if  practicable,  in 


3 


open  market,  at  prices  not  exceeding  105  per  cent,  and  accrued 
interest,  and  if  such  bonds  are  not  so  purchasable  in  the  open 
market,  then  Interest  Guaranteed  Bonds  shall  be  called,  as 
hereinafter  provided,  by  the  Trust  Company  at  105  per  cent, 
and  accrued  interest  for  the  purpose  of  investing  Sinking  Fund 
moneys  therein.  If  the  Trustee  is  unable  to  invest  Sinking 
Fund  moneys  in  Interest  Guaranteed  or  other  bonds  secured 
by  said  First  and  Refunding  Mortgage,  then  the  Trustee  shall 
invest  and  reinvest  such  uninvested  moneys  in  such  other 
securities  as  shall  be  requested  and  approved  by  both  the 
Improvement  Company  and  the  Connecticut  Company.  The 
bonds  of  the  Connecticut  Company  acquired  for  the  Sinking 
Fund  shall  not  be  canceled,  except  as  hereinafter  provided, 
but  shall  be  held  by  the  Trust  Company  in  trust  for  the  uses 
and  purposes  in  this  Agreement  and  Supplemental  Mortgage 
provided,  and  all  accruing  interest  on  such  bonds  or  on  moneys 
in  the  Sinking  Fund  shall  be  paid  to  and  collected  by  the  Trust 
Company  and  shall  constitute  Sinking  Fund  moneys  and  be 
invested  in  the  same  manner  as  other  Sinking  Fund  moneys. 

The  Connecticut  Company,  as  security  for  the  performance 
of  its  obligation  to  pay  moneys  into  the  Sinking  Fund  as  afore¬ 
said,  hereby  sells,  assigns,  grants  and  conveys,  subject  to  the 
lien  of  its  said  First  and  Refunding  Mortgage,  all  its  property 
and  franchises,  real  and  personal,  now  owned  or  hereafter 
acquired  by  it,  to  the  Trust  Company  as  Trustee  hereunder  for 
the  benefit  of  all  holders  of  the  Interest  Guaranteed  Bonds,  and 
further  agrees  to  treat  its  obligation  to  pay  moneys  into  the 
Sinking  Fund  as  superior  to  its  obligation  to  pay  interest  on 
said  Interest  Guaranteed  Bonds,  but  nothing  in  this  clause 
contained  shall  be  construed  to  diminish  or  impair  the  rights 
or  remedies  under  said  First  and  Refunding  Mortgage  of  the 
holders  of  bonds  other  than  Interest  Guaranteed  Bonds. 

In  case  of  default  by  the  Connecticut  Company  on  its  said 
obligation  to  make  such  payments  into  the  Sinking  Fund,  the 
Trust  Company,  as  such  Trustee  for  the  holders  of  Interest 
Guaranteed  Bonds,  may,  and  upon  the  request  of  the  holders 
of  a  majority  in  value  of  the  Interest  Guaranteed  Bonds  and  on 


4 


being  indemnified  to  its  satisfaction,  shall  take  such  action  or 
proceeding  at  law  or  in  equity  as  may  be  proper  and  necessary 
to  enforce  such  obligation,  whether  by  foreclosure  of  this 
Agreement  and  Supplemental  Mortgage  or  by  recovery  from 
the  Connecticut  Company  of  the  amount  of  any  such  defaulted 
payments,  or  otherwise  as  may  be  advised  by  its  counsel  or  as 
may  be  so  requested,  the  Trust  Company  having  for  such  pur¬ 
pose,  without  prejudice  to  the  foregoing  general  powers,  the 
like  powers  and  remedies  as  are  granted  in  said  First  and  Refund¬ 
ing  Mortgage  to  the  Trustee  thereunder  for  its  enforcement. 

In  case  of  the  failure  of  the  Connecticut  Company  to  make 
payments  of  Sinking  Fund  moneys  at  the  times  herein  agreed, 
the  Improvement  Company  shall  have  the  right  at  its  option 
to  make  such  payments  into  the  Sinking  Fund. 

The  Connecticut  Company  agrees  to  reimburse  the  Im¬ 
provement  Company  for  all  payments  made  by  the  Improvement 
Company  into  the  Sinking  Fund,  and  for  all  payments  made 
by  the  Improvement  Company  on  account  of  its  guaranty  of 
the  interest  on  the  bonds  of  the  Connecticut  Company,  and  as 
security  for  the  performance  of  its  obligation  so  to  reimburse 
the  Improvement  Company,  the  Connecticut  Company  hereby 
sells,  assigns,  grants  and  conveys  to  the  Improvement  Com¬ 
pany,  subject  to  the  lien  of  its  said  First  and  Refunding  Mort¬ 
gage  and  subject  to  the  lien  for  the  security  of  its  obligation  to 
pay  moneys  into  the  Sinking  Fund  as  hereinbefore  provided, 
all  its  property  and  franchises,  real  and  personal,  now  owned 
or  hereafter  acquired  by  it. 

In  case  of  default  by  the  Connecticut  Company  on  its  said 
obligation  so  to  reimburse  the  Improvement  Company,  the 
Improvement  Company  may  take  such  action  or  proceeding  at 
law  or  in  equity  as  may  be  proper  and  necessary  to  enforce 
such  obligation,  whether  by  foreclosure  of  this  Agreement  and 
Supplemental  Mortgage,  subject  to  the  lien  of  the  said  First 
and  Refunding  Mortgage,  and  subject  to  the  lien  hereinbefore 
created  to  secure  the  obligation  to  make  Sinking  Fund  pay¬ 
ments,  or  by  recovery  from  the  Connecticut  Company  of  the 


5 


amount  of  such  defaulted  obligation  to  the  Improvement  Com¬ 
pany. 

In  case,  at  any  time,  there  shall  be  a  foreclosure  of  the  said 
First  and  Refunding  Mortgage,  the  Trust  Company  shall 
receive  the  proceeds  from  such  foreclosure  in  respect  of  the 
bonds  held  by  it  in  the  Sinking  Fund,  and  shall  hold  such 
proceeds,  together  with  other  uninvested  moneys  and  other 
assets  of  the  Sinking  Fund  and  all  proceeds  thereof,  as  a 
part  of  said  Sinking  Fund  to  be  applied  as  follows :  If 
the  proceeds  of  such  foreclosure  shall  be  insufficient  to 
repa}'  in  full  the  principal  and  interest  of  the  bonds  secured 
by  said  First  and  Refunding  Mortgage,  then  the  Trust  Com¬ 
pany  shall  apply  all  moneys  in  the  Sinking  Fund  pro  rata  to 
the  payment  of  the  Interest  Guaranteed  Bonds  not  constituting 
a  part  of  the  Sinking  Fund,  and  any  moneys  remaining  in  the 
Sinking  Fund,  after  the  payment  in  full  of  the  principal  and 
interest  of  all  Interest  Guaranteed  Bonds  not  constituting  a  part 
of  the  Sinking  Fund,  shall  be  paid  by  the  Trust  Company,  first, 
to  the  Improvement  Company  to  reimburse  it  for  all  payments 
made  by  it  into  the  Sinking  Fund  and  on  account  of  its 
guaranty  of  interest  on  said  bonds,  and  second,  the  balance, 
if  any  there  be,  to  the  Connecticut  Company. 

In  case  all  of  the  bonds  secured  by  said  mortgage  shall 
have  been  issued,  or  the  right  to  issue  further  bonds  under 
said  mortgage  shall  have  been  terminated  and  such  unissued 
bonds  shall  have  been  canceled,  and  all  of  the  Interest  Guar¬ 
anteed  Bonds  not  constituting  a  part  of  the  Sinking  Fund  shall 
have  been  paid  in  full,  and  there  shall  still  remain  any  Interest 
Guaranteed  Bonds  or  uninvested  moneys  in  the  Sinking  Fund, 
then  and  in  such  case  the  Interest  Guaranteed  Bonds  in  the 
Sinking  Fund  shall  be  canceled  and  the  uninvested  moneys  and 
other  assets,  if  any,  in  the  Sinking  Fund  shall  be  paid  by  the 
Trust  Company  first  to  the  Improvement  Company  to  reimburse 
it  for  all  payments  made  by  *it  into  the  Sinking  Fund  and  on 
account  of  its  guaranty  of  interest  on  said  bonds,  and,  second, 
the  balance,  if  any  there  be,  to  the  Connecticut  Company. 


6 


In  no  case  shall  the  moneys  in  the  Sinking  Fund  be  applied 
by  the  Trust  Company  in  payment  of,  or  for  the  benefit  of 
holders  of,  any  of  the  said  mortgage  bonds,  except  Interest 
Guaranteed  Bonds. 

Second.  In  consideration  of  the  right  of  the  Improve¬ 
ment  Company  to  purchase  Interest  Guaranteed  Bonds,  and 
of  the  right  of  the  Connecticut  Company  to  require  the  Trust 
Company  to  call  such  bonds  for  payment,  and  of  the  right 
expressed  in  this  Agreement  and  Supplemental  Mortgage  to  call 
said  bonds  for  Sinking  Fund  purposes,  and  of  the  creation  and 
maintenance  of  the  Sinking  Fund  by  the  Connecticut  Company, 
for  the  benefit  of  the  holders  of  Interest  Guaranteed  Bonds, 
as  herein  provided,  the  Improvement  Company  agrees  to  pay 
to  the  Trust  Company,  on  the  first  day  of  January  and  the 
first  day  of  July  of  each  and  every  year,  up  to  and  including 
January  i,  1951,  a  sum  equal  to  that  part  of  the  interest  due  on 
such  days  respectively,  which  has  not  been  provided  or  paid  by 
the  Connecticut  Company  to  the  Trust  Company,  on  all  Interest 
Guaranteed  Bonds,  whether  held  in  the  Sinking  Fund  or 
otherwise,  unless  previously  called  for  payment  by  the  Con¬ 
necticut  Company  as  hereinafter  provided,  such  payments  to 
be  by  the  Trust  Company  applied  to  the  payment  of  such 
interest ;  and  for  the  purpose  of  further  evidencing  such  obli¬ 
gation  of  the  Improvement  Company  and  the  obligation  of  the 
Connecticut  Company  to  create  and  maintain  a  Sinking  Fund 
as  herein  provided,  and  of  evidencing  that  such  bonds  are  sub¬ 
ject  to  call  for  payment  or  purchase,  as  herein  provided,  the 
Improvement  Company  and  the  Connecticut  Company  will 
execute  an  agreement  to  be  endorsed  on  each  of  the  bonds 
secured  by  said  mortgage  now  outstanding,  which  shall  be 
presented  at  the  times,  in  the  manner  and  by  parties  as  herein¬ 
after  provided,  at  the  office  of  Colonial  Trust  Company,  New 
York  City,  for  such  endorsement,  substantially  as  follows  : 

“  For  value  received,  The  United  Gas  Improvement 
Company  hereby  guarantees  the  punctual  payment  of  the 
interest  on  the  within  bond  at  the  times  and  in  the  manner 


7 


therein  provided  ;  and  as  additional  security  for  the  pay¬ 
ment  of  the  principal  of  the  within  bond,  the  Connecticut 
Railway  and  Lighting  Company  hereby  agrees  to  create 
and  maintain  a  Sinking  Fund  of  one-half  of  one  per  cent, 
per  annum,  as  provided  in  the  Agreement  and  Supplemental 
Mortgage  dated  June  23,  1904,  between  the  undersigned 
and  Colonial  Trust  Company,  an  original  of  which  is 
deposited  with  Colonial  Trust  Company.  This  agreement 
is  endorsed  hereon  in  consideration  and  upon  condition 
that  the  holder  of  this  bond,  by  accepting  it  so  endorsed, 
shall  be  deemed  to  have  assented  to  the  provision  of  said 
Agreement  and  Supplemental  Mortgage  that  this  bond  shall 
be  subject  to  call  for  payment  or  purchase  at  105  per  cent, 
and  accrued  interest,  and  to  have  assented  to  the  other 
provisions  of  said  Agreement  and  Supplemental  Mortgage. 

In  Witness  Whereof,  The  United  Gas  Improve¬ 
ment  Company  and  the  Connecticut  Railway  and  Light¬ 
ing  Company  have  hereunto  caused  their  corporate 
names  to  be  signed  and  their  corporate  seals  to  be  affixed 
hereto  by  officers  thereunto  duly  authorized. 


The  United  Gas  Improvement  Company, 
By 


Assistant  Secretary. 


Connecticut  Raieway  and  Lighting  Company, 
By 


Assistant  Secretary .” 


The  Trust  Company  shall  execute  on  each  bond  on  which 
said  agreement  is  so  endorsed,  a  certificate  in  substantially  the 
following  form  : 

“Colonial  Trust  Company,  Trustee,  under  the  Agree¬ 
ment  and  Supplemental  Mortgage  dated  June  23,  1904, 
referred  to  in  the  foregoing  Agreement,  certifies  that  the 
within  bond  was  presented  to  it  for  the  purpose  of  having 
the  foregoing  Agreement  endorsed  thereon,  and  that  the 
above  endorsement  was  made  thereon  by  The  United 
Gas  Improvement  Company  and  by  the  Connecticut 
Railway  and  Lighting  Company. 


Coeoniae  Trust  Company,  Trustee , 
By 


Secretary.  ’  ’ 


8 


Also  the  following  words  shall  be  stamped  or  printed  on 
the  face  of  each  such  bond  : 

“Subject  to  provisions  set  forth  on  back  hereof.” 

The  Trust  Company  shall  issue  negotiable  receipts  in  the 
usual  form  for  bonds  presented  to  it  for  the  purpose  of  having 
the  foregoing  Agreement  endorsed  thereon  in  accordance 
herewith. 

A  like  executed  agreement  shall  be  endorsed  on  each  of  the 
bonds  secured  by  said  mortgage  and  not  yet  issued,  prior  to 
the  issue  thereof,  and  the  like  notice  shall  be  printed  or  stamped 
on  each  of  said  bonds  respectively. 

In  case  any  unassented  bonds  shall  at  any  time  be  purchased 
for  the  Sinking  Fund  such  bonds  shall  at  once  become  Interest 
Guaranteed  Bonds  and  shall  be  appropriately  endorsed  and 
marked  as  above  provided. 

Nothing  in  this  Agreement  and  Supplemental  Mortgage 
contained  shall  confer  upon  the  holder  of  any  bonds  secured 
by  said  First  and  Refunding  Mortgage,  any  right  or  claim  to 
have  said  bonds  made  Interest  Guaranteed  Bonds  after 
October  i,  1904,  except  with  the  written  consent  of  the 
Improvement  Company  filed  with  the  Trust  Company ;  nor 
shall  this  Agreement  and  Supplemental  Mortgage  be  con¬ 
strued  to  confer  upon  any  person  other  than  the  parties  hereto 
and  the  holders  of  Interest  Guaranteed  Bonds  any  right  or 
claim  under  this  Agreement  and  Supplemental  Mortgage,  all 
the  stipulations  and  agreements  of  which  are  for  the  sole  and 
exclusive  benefit  of  the  parties  hereto  and  of  the  holders  of 
Interest  Guaranteed  Bonds. 

Third.  If  at  any  time  the  Trust  Company  shall  be  unable 
to  purchase  in  open  market,  for  Sinking  Fund  purposes, 
bonds  secured  by  said  First  and  Refunding  Mortgage  (whether 
or  not  the  interest  on  same  be  guaranteed  hereunder),  at 
105  per  cent,  and  accrued  interest,  or  at  a  less  price,  and, 
if  there  shall  be  sufficient  moneys  in  the  Sinking  Fund 
uninvested  to  justify  the  Trust  Company  in  calling  Interest 


9 


Guaranteed  Bonds  for  purchase  for  the  purpose  of  investing 
such  Sinking  Fund  moneys  therein,  then  the  Trust  Com¬ 
pany,  by  giving  notice  as  hereinafter  provided,  shall  call  a 
sufficient  number  of  said  Interest  Guaranteed  Bonds  to  enable 
the  Trust  Company  to  invest  substantially  all  of  said  uninvested 
moneys  therein.  If  the  holder  of  bonds  so  called  shall  deliver 
them  to  the  Trust  Company  at  the  date  specified  in  said  notice 
as  the  date  for  the  purchase  thereof,  or  at  any  time  thereafter 
before  January  2,  1954,  then  the  Trust  Company  shall,  on  such 
delivery,  pay  to  the  holders  thereof,  out  of  said  Sinking  Fund 
moneys,  an  amount  equal  to  the  principal  of  each  bond  so 
called  and  delivered  and  the  interest  due  and  unpaid  thereon 
at  the  date  specified  in  such  notice  as  the  date  for  such  pur¬ 
chase,  and,  in  addition  thereto,  a  premium  of  5  per  cent,  of  such 
principal.  If  any  Interest  Guaranteed  Bond  so  called  shall 
not  be  delivered  by  the  holders  thereof  to  the  Trust  Company 
at  the  date  so  specified  as  the  date  for  the  purchase  thereof, 
then  the  Trust  Company  shall  withdraw  from  Sinking  Fund 
moneys  the  amount  then  payable  to  such  holders,  and  treat 
such  amount  as  deposited  with  it  by  such  holders,  to  be  paid  as 
hereinafter  provided,  and  the  title  to  each  such  undelivered 
bond  and  to  the  indebtedness  evidenced  thereby  and  right  to  the 
possession  of  each  such  bond  shall  vest  in  the  Trust  Company 
as  a  part  of  the  Sinking  Fund,  and  interest  on  such  bond  subse¬ 
quently  accruing  shall  be  paid  to  and  be  collectible  by  the 
Trust  Company  and  constitute  Sinking  Fund  moneys;  and 
the  holder  thereof  shall  be  deemed  to  have  released  and  dis¬ 
charged  the  Connecticut  Company  thereafter  from  all  liability 
to  such  holder  on  account  of  such  bond,  and  to  have  accepted 
instead  the  aforesaid  obligation  of  the  Trust  Company  to  pay 
to  such  holder  upon  delivery  of  such  bond  to  the  Trust  Com¬ 
pany  before  January  2,  1954,  the  said  amount  of  the  principal, 
interest  and  premium  so  deposited  to  the  credit  of  holders  of 
said  bond,  for  the  purchase  of  such  bond,  and  if  any 
such  bond  so  called  for  purchase  shall  not  be  so  delivered 
within  six  months  after  the  date  so  specified  as  the  date  for 


IO 


such  purchase,  then  the  Trust  Company  will,  on  the  delivery 
of  said  bond  to  it  before  January  2,  1954,  also  pay  to  the 
holder  of  such  bond  interest  on  the  amount  so  deposited  for 
the  purchase  of  said  bonds  from  the  expiration  of  such  six 
months’  period  at  the  rate  regularly  allowed  by  the  Trust  Com¬ 
pany  to  depositors.  If  any  such  bond  so  called  for  purchase 
shall  not  be  delivered  by  the  holder  thereof  to  the  Trust  Com¬ 
pany  before  January  2,  1954,  then  the  Trust  Company  shall 
be  discharged  from  all  liability  to  the  holder  of  such  bond 
and  shall  on  January  2,  1954,  pay  to  the  Connecticut  Com¬ 
pany  the  amount  which  would  have  been  payable  by  the  Trust 
Company  to  the  holder  of  such  bond  on  January  1,  1954,  if 
such  holder  on  that  day  had  delivered  such  bond  to  the  Trust 
Company  ;  and  thereafter  the  holder  of  said  bond  shall  be  an 
unsecured  creditor  of  the  Connecticut  Company  for  said 
amount. 

Fourth.  The  Trust  Company  shall  call  all  of  said  Interest 
Guaranteed  Bonds,  not  held  in  the  Sinking  Fund,  for  payment 
by  giving  notice  of  such  call  as  hereinafter  provided,  if  the 
Connecticut  Company  shall  deliver  to  the  Trust  Company,  in 
time  to  permit  due  notice  as  in  Article  Sixth  provided,  a  request 
in  writing  for  such  call,  and  at  the  same  time  shall  deposit 
with  the  Trust  Company  cash  equal  in  amount  to  the  principal 
of  each  bond  so  called  and  interest  thereon  to  the  date  to  be 
specified  in  such  notice  as  the  date  for  such  payment,  and  in 
addition  thereto  a  premium  of  5  per  cent,  of  such  principal. 
If  the  holder  of  bonds  so  called  shall  deliver  them  to  the  Trust 
Company  at  the  date  specified  in  said  notice  as  the  date  for 
the  payment  thereof,  or  at  any  time  thereafter  before  Jan¬ 
uary  2,  1954,  then  the  Trust  Company  shall  on  such  delivery 
pay  the  holder  thereof  an  amount  equal  to  the  principal  of 
each  bond  so  delivered  and  the  interest  due  and  unpaid  thereon 
at  the  date  specified  in  such  notice  as  the  date  for  such  pay¬ 
ment,  and  in  addition  thereto  a  premium  of  5  per  cent,  of  such 
principal.  If  any  Interest  Guaranteed  Bonds  so  called  shall 
not  be  delivered  by  the  holders  thereof  to  the  Trust  Company 


II 


at  the  date  so  specified  as  the  date  for  the  payment  thereof, 
then  each  such  undelivered  bond  shall  be  deemed  to  be  paid 
and  discharged  as  of  the  date  specified  in  such  notice  as  the 
date  for  the  payment  thereof ;  and  the  holder  thereof  shall  be 
deemed  to  have  released  and  discharged  the  Connecticut 
Company  thereafter  from  all  liability  to  such  holder  on  account 
of  such  bond  and  to  have  accepted  instead  the  aforesaid 
obligation  of  the  Trust  Company  to  pay  to  such  holder 
upon  delivery  of  such  bond  to  the  Trust  Company  before 
January  2,  1954,  the  said  amount  of  the  principal,  interest 
and  premium  so  deposited  for  the  payment  of  such  bond, 
and  if  any  such  bond  so  called  for  payment  shall  not  be  so 
delivered  within  six  months  after  the  date  so  specified  as  the 
date  for  such  payment,  then  the  Trust  Company  will  also  pay 
on  the  delivery  of  said  bond  to  it  before  January  2,  1954,  to 
the  holder  of  such  bond  interest  on  the  amount  so  deposited 
for  the  payment  of  such  bond,  from  the  expiration  of  such 
six  months’  period  at  the  rate  regularly  allowed  by  the  Trust 
Company  to  depositors.  If  any  such  bond  so  called  for  pay¬ 
ment  shall  not  be  delivered  by  the  holders  thereof  to  the  Trust 
Company  before  January  2,  1954,  then  the  Trust  Company 
shall  be  discharged  from  all  liability  to  the  holder  of  such 
bond,  and  shall,  on  January  2,  1954,  pay  to  the  Connecticut 
Company  the  amount  which  would  have  been  payable  by  the 
Trust  Company  to  the  holder  of  such  bond  on  January  1, 
1954,  if  such  holder  on  that  day  had  delivered  such  bond  to 
the  Trust  Company  ;  and  thereafter  the  holder  of  said  bond 
shall  be  an  unsecured  creditor  of  the  Connecticut  Company 
for  said  amount. 

Fifth.  The  Trust  Company  shall  call,  by  giving  notice  as 
hereinafter  provided,  any  or  all  of  said  Interest  Guaranteed 
Bonds  whether  held  in  the  Sinking  Fund  or  otherwise  issued 
and  outstanding,  for  purchase  by  the  Improvement  Company 
from  time  to  time,  if  the  Improvement  Company  shall  deliver 
in  time  to  permit  due  notice  as  in  Article  Sixth  provided,  a  re¬ 
quest  in  writing  to  the  Trust  Company  for  such  call,  specifying 


12 


the  number  of  bonds  to  be  called,  and  shall  also,  at  the  time 
of  delivering  such  written  request,  deposit  with  the  Trust 
Company  cash  equal  in  amount  to  the  amount  of  the  principal 
of  all  bonds  so  to  be  called  and  interest  thereon  to  the  date  to 
be  specified  in  said  notice  as  the  date  for  such  purchase,  and  in 
addition  thereto  a  premium  of  five  per  cent,  of  such  principal. 
If  the  holder  of  bonds  so  called  shall  deliver  them  to  the 
Trust  Company  at  the  date  specified  in  said  notice  as  the 
date  for  the  purchase  thereof  or  at  any  time  thereafter  before 
January  2,  1954,  then  the  Trust  Company  shall  on  such  deliv¬ 
ery  pay  to  the  holders  thereof  an  amount  equal  to  the 
principal  of  each  bond  so  delivered  and  the  interest  due 
and  unpaid  thereon  at  the  date  specified  in  such  notice  as 
the  date  for  such  purchase,  and  in  addition  thereto  a  premium 
of  five  per  cent,  of  such  principal.  If  any  Interest  Guar¬ 
anteed  Bonds  so  called  shall  not  be  delivered  by  the  holders 
thereof  to  the  Trust  Company  at  the  date  so  specified  as 
the  date  for  the  purchase  thereof,  then  the  title  to  each 
such  undelivered  bond  and  to  the  indebtedness  evidenced 
thereby  and  right  to  the  possession  of  each  such  bond  shall 
vest  in  the  Improvement  Company  and  interest  on  such  bond 
subsequently  accruing  shall  be  paid  to  and  be  collectible  by  the 
Improvement  Company,  and  the  holder  thereof  shall  be  deemed 
to  have  released  and  discharged  the  Connecticut  Company 
forever  thereafter  from  all  liability  to  such  holder  on  account 
of  such  bond  and  to  have  accepted  instead  the  aforesaid  obli¬ 
gation  of  the  Trust  Company  to  pay  to  such  holder  upon 
delivery  of  such  bond  to  the  Trust  Company  before  January  2, 
1954,  the  said  amount  of  the  principal,  interest  and  premium 
for  the  purchase  of  each  such  bond,  and  if  any  such  bond  so 
called  for  purchase  shall  not  be  so  delivered  within  six  months 
after  the  date  so  specified  as  the  date  for  such  purchase  then 
the  Trust  Company  will  also  pay  on  the  delivery  of  said  bond 
to  it  before  January  2,  1954,  to  the  holder  of  such  bond,  inter¬ 
est  on  the  amount  so  deposited  for  the  purchase  of  said  bond, 
from  the  expiration  of  such  six  months  period,  at  the  rate 


13 


regularly  allowed  by  the  Trust  Company  to  depositors.  If  any 
such  bond  so  called  for  purchase  by  the  Improvement  Company 
shall  not  be  delivered  by  the  holder  thereof  to  the  Trust  Com¬ 
pany  before  January  2,  1954,  then  the  Trust  Company  shall  be 
discharged  from  all  liability  to  the  holder  of  such  bond  and 
shall  on  January  2,  1954,  pay  to  the  Improvement  Company 
the  amount  which  would  have  been  payable  by  the  Trust 
Company  to  the  holder  of  such  bond  on  January  1,  1954,  if 
such  holder  on  that  day  had  delivered  such  bond  to  the  Trust 
Company  ;  and  thereafter  the  holder  of  said  bond  shall  be  an 
unsecured  creditor  of  the  Improvement  Company  for  said 
amount. 

Sixth.  Every  notice  for  a  call  of  Interest  Guaranteed  Bonds 
for  Sinking  Fund  purposes  or  for  payment  by  the  Connecticut 
Company,  or  for  purchase  by  the  Improvement  Company  as 
hereinbefore  in  Articles  Third,  Fourth  and  Fifth  of  this  Agree¬ 
ment  and  Supplemental  Mortgage  provided,  shall  specify  a  date 
as  the  date  for  purchase  or  payment  respectively  of  the  bonds  so 
called,  which  date  shall  be  any  first  day  of  January  or  July,  in¬ 
cluding  and  after  January  1,  1905  ;  and  the  Trust  Company  in 
each  case  shall  cause  such  notice  to  be  published  at  least  twice  in 
each  week  during  the  eight  weeks  next  preceding  the  date  so 
specified  in  one  daily  newspaper  then  published  in  each  of  the 
Cities  of  New  York,  Philadelphia  and  Bridgeport.  Ifany  Interest 
Guaranteed  Bonds  so  to  be  called  shall  be  registered,  the  Trust 
Company  shall  cause  such  notice  to  be  mailed  to  each  registered 
holder  thereof  to  his  address  as  the  same  appears  on  the  books, 
at  least  fifty-six  days  before  the  date  specified  in  such  notice 
as  the  date  for  payment  or  purchase  respectively.  Interest 
Guaranteed  Bonds  at  any  time  to  be  called  for  any  of  the  said 
purposes  unless  all  of  said  Interest  Guaranteed  Bonds  are  to  be 
included  in  any  one  call,  shall  be  chosen  by  lot  by  the  Trust 
Company. 

Seventh.  The  failure  or  refusal  of  the  holder  of  any 
Interest  Guaranteed  Bond  to  present  the  same  upon  maturity 
or  after  it  shall  have  been  called  for  any  purpose  named  in 


i4 


this  Agreement  and  Supplemental  Mortgage,  shall  not  deprive 
the  Connecticut  Company  of  the  right  to  demand  the  satisfac¬ 
tion  of  said  First  and  Refunding  Mortgage  or  of  this  Agree¬ 
ment  and  Supplemental  Mortgage,  provided  there  shall  be 
delivered  to  the  Trustee  under  said  First  and  Refunding  Mort¬ 
gage  affidavits  of  the  publication  of  notices  of  the  call  of  such 
undelivered  Interest  Guaranteed  Bond  and  a  certificate  by  an 
officer  of  the  Trust  Company  to  the  effect  that  the  deposit  has 
been  made  with  the  Trust  Company  of  the  amount  of  the 
principal,  interest  and  premium  payable  to  the  holder  of  each 
such  undelivered  Interest  Guaranteed  Bond,  as  hereinbefore 
provided  ;  and  such  affidavits  and  certificate  when  received  by 
the  Trust  Compai^  shall,  for  the  purpose  of  discharging  said 
First  and  Refunding  Mortgage  of  record,  have  the  same  force 
and  effect,  in  respect  of  such  undelivered  Interest  Guaranteed 
Bond,  as  certificates  by  representatives  duly  appointed  on  be¬ 
half  of  the  Connecticut  Company  and  of  the  Trust  Company 
of  the  cancellation  or  destruction  of  such  undelivered  Interest 
Guaranteed  Bond,  in  the  presence  of  such  representatives  as 
provided  in  Article  XII.  of  said  First  and  Refunding  Mortgage. 

Eighth.  When  the  said  First  and  Refunding  Mortgage 
shall  be  satisfied  and  discharged  of  record,  and  the  Connecticut 
Company  shall  have  reimbursed  the  Improvement  Company 
for  all  payments  made  by  the  Improvement  Company  under 
and  in  pursuance  of  this  Agreement  and  Supplemental  Mort¬ 
gage,  then  the  Trust  Company  and  the  Improvement  Company 
shall  join  in  procuring  the  satisfaction  and  discharge  of  this 
Agreement  and  Supplemental  Mortgage  of  record  and  in  the 
execution  of  the  proper  instrument  therefor. 

Ninth.  The  recitals  and  statements  of  fact  herein 
contained  shall  be  construed  as  made  by  the  Connecticut  Com¬ 
pany  and  Improvement  Company  and  not  by  the  Trust  Com¬ 
pany,  which  has  become  a  party  hereto  in  token  of  its 
acceptance  of  the  trusts  hereby  imposed  upon  it.  The  Trust 
Company  shall  not  be  responsible  for  the  default  or  misconduct 
of  any  agent  appointed  by  it  in  pursuance  hereof,  if  such  agent 


15 


shall  have  been  selected  with  reasonable  care,  nor  for  anything 
whatever  in  connection  with  this  trust,  except  wilful  miscon¬ 
duct  or  gross  negligence.  The  Trust  Company  shall  be  under 
no  obligation  or  duty  to  perform  any  act  hereunder,  unless  first 
given  such  reasonable  indemnity  as  in  the  judgment  of  the  Trust 
Company  may  be  required  for  its  protection.  The  Connecticut 
Company  agrees  to  pay  to  the  Trust  Company  a  reasonable 
compensation  for  its  services,  and  to  reimburse  it  for  its 
reasonable  expenses  hereunder. 

ITn  Mitness  Wbereof,  the  corporate  names  and  seals 
of  the  several  corporations,  parties  hereto,  attested  by  the  sig¬ 
natures  of  their  respective  officers  thereunto  duly  authorized, 
have  been  hereunto  affixed,  on  the  day  and  year  first  above 
written. 


[seal.] 


CONNECTICUT  RAILWAY  AND  LIGHTING 
COMPANY, 

By 

A.  M.  Young, 

President. 

Attest : 

Lewis  Lillie, 

Treasurer. 


[seal.] 


THE  UNITED  GAS  IMPROVEMENT 
COMPANY, 

By 


Attest : 


Thomas  Dolan, 

President. 

W.  H.  Marshall, 

Assistant  Secretary. 


[seal.] 


COLONIAL  TRUST  COMPANY,  Trustee, 
By 


John  E.  Borne, 

President. 


Attest : 


E.  L.  Judson, 


Secretary. 


6 


STATE  OF  CONNECTICUT, 

County  of  Fairfield, 

City  of  Bridgeport,  June  23,  1904. 

Personally  appeared  the  above  named  A.  M.  Young, 
President,  and  Lewis  Lillie,  Treasurer  of  the  Connecticut 
Railway  and  Lighting  Company,  signers  and  sealers  of  the 
foregoing  instrument  and  acknowledged  the  same  to  be  their 
free  act  and  deed  and  the  free  act  and  deed  of  said  corporation 
before  me. 

[seal.]  william  T.  HINCKS, 

Notary  Public. 


i7 


STATE  OF  PENNSYLVANIA,  ^ 

County  of  Philadelphia, 

City  of  Philadelphia,  June  23,  1904. 

Personally  appeared  the  above  named  Thomas  Dolan, 
President,  and  W.  H.  Marshall,  Assistant  Secretary  of 
The  United  Gas  Improvement  Company,  signers  and  sealers 
of  the  foregoing  instrument  and  acknowledged  the  same  to  be 
their  free  act  and  deed  and  the  free  act  and  deed  of  said  corpora¬ 
tion  before  me. 

[seal.]  F.  H.  MAC  MORRIS, 

Notary  Public. 


i8 


STATE  OF  PENNSYLVANIA, 

[■  ss. : 

County  of  Philadelphia,  ) 

Acknowledgme?it  (. Notary ). 

I,  M.  Russell  Thayer,  Prothonotary  of  the  County  of 
Philadelphia  and  Clerk  of  the  Courts  of  Common  Pleas  of  said 
County,  which  are  Courts  of  Record  having  a  common  seal, 
being  the  officer  authorized  by  the  laws  of  the  State  of  Penn¬ 
sylvania  to  make  the  following  Certificate,  do  by  my  Deputy 
Charles  B.  Roberts,  authorized  by  Act  of  Assembly  of  May  26, 
1897,  certify,  that  F.  H.  Mac  Morris,  Esquire,  whose  name 
is  subscribed  to  the  certificate  of  the  acknowledgment  of  the 
annexed  instrument  and  thereon  written,  was  at  the  time  of  such 
acknowledgment  a  Notary  Public  for  the  Commonwealth  of 
Pennsylvania,  residing  in  the  County  aforesaid,  duly  commis¬ 
sioned  and  qualified  to  administer  oaths  and  affirmations  and  to 
take  acknowledgments  and  proofs  of  deeds  or  conveyances  for 
lands,  tenements  and  hereditaments  to  be  recorded  in  said 
State  of  Pennsylvania  and  to  all  whose  acts,  as  such,  full  faith 
and  credit  are  and  ought  to  be  given,  as  well  in  Courts  of 
Judicature  as  elsewhere  ;  and  that  I  am  well  acquainted  with 
the  handwriting  of  the  said  Notary  Public  and  verily  believe 
his  signature  thereto  is  genuine,  and  I  further  certify  that  the 
said  instrument  is  executed  and  acknowledged  in  conformity 
with  the  laws  of  the  State  of  Pennsylvania. 

In  Testimony  Whereof,  I  have  hereunto  set 
my  hand  and  affixed  the  seal  of  said  Court, 
this  23rd  day  of  June,  in  the  year  of  our 
Lord  one  thousand  nine  hundred  and  four 
(1904). 


[seal.] 


M.  RUSSELL  THAYER, 

P?'otho?iotary. 


By 

C.  B.  Roberts, 

Dep.  Pro  thy. 

Durante  Absentia,  Secundum  Legem. 


9 


STATE  OF  NEW  YORK, 
County  of  New  York, 


New  York  City, 

Borough  of  Manhattan,  June  23,  1904. 

Personally  appeared  the  above  named  John  E.  Borne, 
President,  and  Edmund  L.  Judson,  Secretary  of  Colonial 
Trust  Company,  signers  and  sealers  of  the  foregoing  instru¬ 
ment  and  acknowledged  the  same  to  be  their  free  act  and 
deed  and  the  free  act  and  deed  of  said  corporation  before  me. 

CHARLES  EDGAR  MILLS, 

Notary  Public  for  New  York  State  and  County 
and  a  Commissioner  of  Deeds  for 
[seat.]  the  States  of  Connecticut  in  [seal.] 

New  \ork. 


i 


3  0112  1 


35646944 


